M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Wednesday, September 15, 2010

Don't forget to vote ...

... your Airgas stock, I mean.  The shareholder meeting is today and they have two major issues on the table:  1) a contested director election; and 2) a bylaw amendment to push up the next shareholder meeting.   I think the second proposal is intriguing.  The deterrent power of the combination of the poison pill and the classified board comes from the lengthy delay that the structure forces upon any potential acquirer.  Going through two election cycles before you can take control is a lot to risk - a year can be a long time when you have a lot of money at risk.  That's where the bylaw amendment comes in.  By having shareholders vote to amend the bylaws to provide for a shareholder meeting in January 2011 Air Products is trying to create its own short-cut and reduce the time/risk involved in holding three seats with a pill in place.  Interesting.  So remember to get out and vote.


Update:  Looks like the Air Products directors have won.  Here the press release from Airgas.  The outcome of the bylaw amendment is a little uncertain (from the press release):

Airgas continues to believe that Air Products' by-law proposal to require a Meeting of Stockholders be held on January 18, 2011 - only four months after the 2010 Annual Stockholder Meeting - and that all future annual meetings of stockholders be held in January is invalid under both Delaware law and Airgas' Certificate of Incorporation. We also believe that the proposal has not been approved because it received the affirmative vote of less than 67% of the shares entitled to vote generally in the election of directors. As previously announced, Airgas intends to seek an expedited judicial determination on the validity of this by-law.


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